DSST Business Ethics Study Guide sm

It is also possible for an employee to sign an nda or

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It is also possible for an employee to sign an NDA or NDA-like agreement with an employer. In fact, some employment agreements will include a clause restricting employees' use and dissemination of company- owned "confidential information." In rare cases, the contract may state that the existence of the NDA itself cannot be disclosed. [1] The first step to determining the appropriate content for a non-disclosure agreement is to determine the type of agreement that you need. Most agreements tend to be one-way agreements, or unilateral agreements, where one party wants to disclose certain information to another party but needs the information to remain secret for some reason, perhaps due to secrecy requirements required to satisfy patent laws [2] or to make sure that the other party does not take and use the disclosed information without compensating the discloser. A non-disclosure agreement can protect any type of information that is not generally known, and there are a number of places where one can find royalty free non-disclosure agreement templates for use. Another type of non-disclosure agreement is one that is a mutual agreement. Mutual agreements are much like unilateral agreements, but both parties will be supplying information that is intended to remain secret. This type of agreement is far more common when businesses are considering some kind of joint venture or merger. Much of what will go into a non-disclosure agreement are clauses that will protect the person receiving the information so that if they lawfully obtained the information through other sources they would not be obligated to keep the information secret. [3] In other words, the non-disclosure agreement typically only requires the receiving party to maintain information in confidence when that information has been directly supplied by the disclosing party. Ironically, however, it is sometimes easier to get a receiving party to sign a simple agreement that is shorter, less complex and does not contain safety provisions protecting the receiver. Some common issues addressed in an NDA include: [4] outlining the parties to the agreement;
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the definition of what is confidential, i.e. the information to be held confidential. Modern NDAs will typically include a laundry-list of types of items which are covered, including unpublished patent applications , know-how, schema, financial information, verbal representations, customer lists, vendor lists, business practices/strategies, etc; the exclusions from what must be kept confidential. Typically, the restrictions on the disclosure or use of the confidential data will be invalid if the recipient had prior knowledge of the materials; the recipient gained subsequent knowledge of the materials from another source; the materials are generally available to the public; or the materials are subject to a subpoena . In any case, a subpoena would more likely than not override a contract of any sort; provisions restricting the transfer of data in violation of
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